NCRAMEDIUM SIGNALFINANCIAL10-K

NCRA experienced declining revenue and profitability with deteriorating cash flow, while also increasing its share count by approximately 20% and correcting prior accounting errors.

The company corrected significant accounting errors from 2024 related to warrant liability valuations and revenue recognition, suggesting previous financial reporting weaknesses. The combination of declining financial performance across key metrics and share dilution indicates operational challenges that warrant investor attention.

Comparing 2026-04-15 vs 2025-05-06View on EDGAR →
FINANCIAL ANALYSIS

Revenue declined to $13.6M from $17.0M while gross profit contracted meaningfully from $334K to $173K, indicating margin pressure. Operating losses actually improved modestly despite the revenue decline, though net losses widened to $2.9M and operating cash flow deteriorated substantially. The overall picture suggests a company facing top-line headwinds with continuing operational inefficiencies and cash burn concerns.

FINANCIAL STATEMENT CHANGES
Capital Expenditure
Cash Flow
-99.9%
$858K956

Capex reduced 99.9% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Operating Cash Flow
Cash Flow
-64.2%
-$1.6M-$2.6M

Operating cash flow fell 64.2% — earnings quality concerns; investigate working capital changes and non-cash items.

Gross Profit
P&L
-48.3%
$334K$173K

Gross margin compression — rising input costs, pricing pressure, or unfavorable product mix shift.

Net Income
P&L
-22.3%
-$2.4M-$2.9M

Net income declined 22.3% — review whether driven by operations, interest costs, or non-recurring items.

Revenue
P&L
-19.9%
$17.0M$13.6M

Revenue softened 19.9% — monitor whether this is cyclical or structural.

Operating Income
P&L
+15%
-$5.2M-$4.4M

Operating income improving — cost discipline or growing revenue base absorbing fixed costs.

LANGUAGE CHANGES
NEW — 2026-04-15
PRIOR — 2025-05-06
ADDED
There were 17,075,471 shares outstanding of the registrant s common stock, par value $0.001 per share, as of April 14, 2026.
These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that the expectations, beliefs, etc., for the Company or our industry, will be realized.
Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risk factors that may affect our business, financial condition, results of operation and cash flows.
BUSINESS Overview As of the date of this Annual Report on Form 10-K, our business operations consist primarily of two segments: (i) Fish Trading and (ii) E-Commerce.
Our Fish Trading segment is carried out by our wholly-owned subsidiary, Nocera Inc.
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REMOVED
There were 14,247,539 shares outstanding of the registrant s common stock, par value $0.001 per share, as of May 6, 2025.
Explanatory Note This Annual Report on Form 10-K (this Annual Report ) includes the restatement of Nocera, Inc., a Nevada corporation (the Company ) unaudited interim condensed consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2024.
The restatement corrects errors related to the fair value calculation of warrant liabilities, which were not appropriately remeasured during each quarter, as well as non-current asset and liability misclassifications.
On March 31, 2024, we recognized our e-commerce business contract as other non-current assets and accounts payable on our balance sheet.
We inadvertently concluded the transaction, following the investigation by an examiner of the Securities and Exchange Commission, that it should have been recognized in the income statement as revenue rather than recorded on the balance sheet.
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